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| Jack Nicholson | David Staebler |
| Bruce Dern | Jason Staebler |
| Ellen Burstyn | Sally |
| Julia Anne Robinson | Jessica |
| Benjamin ``Scatman'' Crothers | Lewis |
| Charles Lavine | Grandfather |
| Arnold Williams | Rosko |
| John Ryan | Surtees |
| Sully Boyar | Lebowitz |
| Josh Mostel | Frank |
| William Pabst | Bidlack |
| Garry Goodrow | Nervous Man |
| Imogene Bliss | Magda |
David Staebler is a sullen radio personality who reconnects with his scheming brother, Jason, in Atlantic City, N.J. A fast-talking con man, Jason is traveling with the beautiful Sally and her stepdaughter, Jessica, and attempts to rope David into a deal involving a tropical island resort. While David initially humors his ne'er-do-well sibling, Jason isn't happy when his brother tries to rain on his parade.
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